<PAGE>

                                                                   EXHIBIT 3.1
                                       
                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE                 PAGE 1

                         ----------------------------

            I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, 
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED 
CERTIFICATE OF "RHYTHMS NETCONNECTIONS INC.", FILED IN THIS OFFICE ON THE 
SIXTH DAY OF MARCH, A.D. 1998, AT 9 O'CLOCK A.M.

                                          /s/ Edward J. Freel
                                         --------------------------------------
[SEAL]                                   EDWARD J. FREEL, SECRETARY OF STATE

2723205  8100                                          AUTHENTICATION:  9056482

981166434                                                       DATE:  04-30-98

<PAGE>

                                                              STATE OF DELAWARE
                                                             SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 03/06/1998
                                                            981088109 - 2723205

                       RESTATED CERTIFICATE OF INCORPORATION
                          OF RHYTHMS NETCONNECTIONS INC.,
                               a Delaware Corporation

       Rhythms NetConnections Inc., a corporation organized and existing 
under the laws of the state of Delaware, hereby certifies as follows:

       1.     The name of the corporation is Rhythms NetConnections Inc.  The 
corporation was originally incorporated under the name "Accelerated 
Connections, Inc."  The date the corporation filed its original Certificate 
of Incorporation with the Secretary of State was February 27, 1997.

       2.     This Restated Certificate of Incorporation restates and amends 
the provisions of the original Certificate of Incorporation of this 
corporation as heretofore in effect and was duly adopted by the corporation's 
Board of Directors in accordance with Sections 241 and 245 of the General 
Corporation Law of the State of Delaware.

       3.     The text of the Certificate of Incorporation is hereby restated 
to read as herein set forth in full:
                                       
                                    ARTICLE I

       The name of this corporation is Rhythms NetConnections Inc.

                                    ARTICLE II

       The address of the registered office of the corporation in the State 
of Delaware is 30 Old Rudnick Lane, City of Dover, County of Kent 19901.  The 
name of its registered agent at such address is CorpAmerica, Inc.

                                    ARTICLE III

       The nature of the business or purposes to be conducted or promoted is 
to engage in any lawful act or activity for which corporations may be 
organized under the General Corporation Law of Delaware.

                                     ARTICLE IV

       A.     CLASSES OF STOCK.  This corporation is authorized to issue two 
classes of stock to be designated, respectively, "Common Stock" and 
"Preferred Stock."  The total number of shares 

<PAGE>

which the corporation is authorized to issue is Thirty-Nine Million Eight 
Hundred Fifty-Four Thousand Five Hundred Ninety-Three (39,854,593) shares.  
Twenty-Two Million Nine Hundred Nine Thousand Six Hundred Fifty (22,909,650) 
shares shall be Common Stock, $0.001 par value per share and Sixteen Million 
Nine Hundred Forty-Four Thousand Nine Hundred Forty-Three (16,944,943) shares 
shall be Preferred Stock, $0.001 par value per share.

       B.     RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.  The 
Preferred Stock authorized by this Restated Certificate of Incorporation may 
be issued from time to time in series.  The rights, preferences, privileges, 
and restrictions granted to and imposed on (i) the Series A Preferred Stock, 
which series shall consist of 12,900,000 shares and (ii) the Series B 
Preferred Stock, which series shall consist of 4,044,943 shares, are as set 
forth below in this Article IV(B).  The Board of Directors is hereby 
authorized to fix or alter the rights, preferences, privileges and 
restrictions granted to or imposed upon additional series of Preferred Stock, 
and the number of shares constituting any such series and the designation 
thereof, or of any of them.  Subject to compliance with applicable protective 
voting rights which have been or may be granted to the Preferred Stock or 
series thereof in Certificates of Determination or the corporation's Restated 
Certificate of Incorporation ("Protective Provisions"), but notwithstanding 
any other rights of the Preferred Stock or any series thereof, the rights, 
privileges, preferences and restrictions of any such additional series may be 
subordinated to, pari passu with (including, without limitation, inclusion in 
provisions with respect to liquidation and acquisition preferences, 
redemption and/or approval of matters by vote or written consent), or senior 
to any of those of any present or future class or series of Preferred or 
Common Stock.  Subject to compliance with applicable Protective Provisions, 
the Board of Directors is also authorized to increase or decrease the number 
of shares of any series (other than the Series A Preferred Stock or Series B 
Preferred Stock) prior or subsequent to the issue of that series, but not 
below the number of shares of such series then outstanding. In case the 
number of shares of any series shall be so decreased, the shares constituting 
such decrease shall resume the status which they had prior to the adoption of 
the resolution originally fixing the number of shares of such series.

              1.   DIVIDEND PROVISIONS.

                   (a)  Subject to the rights of series of Preferred Stock 
which may from time to time come into existence, the holders of shares of 
Series A Preferred Stock and Series B Preferred Stock shall be entitled to 
receive dividends, out of any assets legally available therefor, prior and in 
preference to any declaration or payment of any dividend (payable other than 
in: (a) Common Stock or other securities and rights convertible into or 
entitling the holder thereof to receive, directly or indirectly, additional 
shares of Common Stock of this corporation; or (b) capital stock of other 
persons (including without limitation subsidiaries of this corporation) or 
options or rights to purchase any such capital stock) on the Common Stock of 
this corporation, at the rate of (i) $0.08 per share of Series A Preferred 
Stock per annum and $0.356 per share of Series B Preferred Stock per annum, 
or (ii) if greater, the amount per annum which would be paid per share of 
Series A Preferred Stock and Series B Preferred Stock, as the case may be, on 
the number of shares of Common Stock into which such share is convertible as 
of the record date fixed for determination of the stockholders entitled to 
receive such distribution (assuming conversion of all convertible Preferred 
Stock), payable quarterly when, as and if declared by the Board of Directors. 
Such dividends shall not be cumulative.  Dividends paid in a form other than 

                                       -2-

<PAGE>

cash shall be deemed to be the fair value thereof as determined by the Board 
of Directors irrespective of any accounting treatment.

                   (b)  In the event this corporation shall declare a 
distribution payable in capital stock of other persons or options or rights 
to purchase any such capital stock, then, (i) in the event this corporation 
distributes at the same time (A) common stock of another person and (B) 
Series A preferred stock and Series B preferred stock of such other person, 
with rights, preferences, privileges and restrictions substantially the same 
as the Series A Preferred Stock and Series B Preferred Stock, and the number 
of shares of common stock, Series A preferred stock and Series B preferred 
stock distributed are in substantially the same relative proportions as this 
corporation's then outstanding shares of Common Stock, Series A Preferred 
Stock and Series B Preferred Stock, then (V) all such common stock shall be 
distributed to the Common Stock, (W) all such Series A preferred stock shall 
be distributed to the Series A Preferred Stock, and (X) all such Series B 
preferred stock shall be distributed to the Series B Preferred Stock, and 
(ii) in all other cases the holders of the Series A Preferred Stock and 
Series B Preferred Stock shall be entitled (together with the Common Stock) 
to a proportionate share, and no more, of any such distribution as though the 
holders of the Series A Preferred Stock and Series B Preferred Stock were the 
holders of the number of shares of Common Stock of this corporation into 
which their respective shares of Series A Preferred Stock and Series B 
Preferred Stock are convertible as of the record date fixed for the 
determination of the stockholders entitled to receive such distribution.

              2.   LIQUIDATION PREFERENCE.

                   (a)  In the event of any liquidation, dissolution or 
winding up of this corporation, either voluntary or involuntary, subject to 
the rights of series of Preferred Stock which may from time to time come into 
existence, the holders of Series A Preferred Stock and Series B Preferred 
Stock shall be entitled to receive, prior and in preference to any 
distribution of any of the assets of this corporation to the holders of 
Common Stock by reason of their ownership thereof, an amount per share equal 
to the sum of (i) $1.00 for each outstanding share of Series A Preferred 
Stock and $4.45 for each outstanding share of Series B Preferred Stock 
(hereafter referred to as the "Original Series A Issue Price" and "Original 
Series B Issue Price," respectively), and (ii) an amount equal to declared 
but unpaid dividends on such share.  If upon the occurrence of such event, 
the assets and funds thus distributed among the holders of the Series A 
Preferred Stock and Series B Preferred Stock shall be insufficient to permit 
the payment to such holders of the full aforesaid preferential amounts, then, 
subject to the rights of series of Preferred Stock which may from time to 
time come into existence, the entire assets and funds of the corporation 
legally available for distribution shall be distributed ratably among the 
holders of the Series A Preferred Stock and Series B Preferred Stock in 
proportion to the product of the liquidation preference of each such share 
and the number of such shares owned by each such holder.

                   (b)  After the distributions described in subsection (a) 
above have been paid, subject to the rights of series of Preferred Stock 
which may from time to time come into existence, the remaining assets of the 
corporation available for distribution to stockholders shall be distributed 
among the holders of Common Stock pro rata based on the number of shares of 
Common Stock held by each.

                                     -3-

<PAGE>

                   (c)  A consolidation or merger reorganization of this 
corporation with or into any other corporation or corporations, or the 
effectuation by the corporation of a transaction or series of related 
transactions in which more than 50% of the voting power of the corporation is 
disposed of, or a sale, conveyance or disposition of all or substantially all 
of the assets of this corporation shall be deemed to be a liquidation within 
the meaning of this Section 2; provided, however, that the sale and issuance 
of shares of Series A Preferred Stock pursuant to that certain Series A 
Preferred Stock Purchase Agreement dated July 3, 1997 and the sale and 
issuance of Series B Preferred Stock pursuant to that certain Series B 
Preferred Stock Purchase Agreement dated on or about March  ___, 1998 shall 
not be deemed a liquidation under this Section 2.

              3.   CONVERSION.  The holders of the Series A Preferred Stock 
and Series B Preferred Stock shall have conversion rights as follows (the 
"Conversion Rights"):

                   (a)  RIGHT TO CONVERT.

                        i)   Subject to subsection (c), each share of Series 
A Preferred Stock and each share of Series B Preferred Stock shall be 
convertible, at the option of the holder thereof, at any time after the date 
of issuance of such share at the office of this corporation or any transfer 
agent for the Series A Preferred Stock and Series B Preferred Stock, into 
such number of fully paid and nonassessable shares of Common Stock as is 
determined by dividing (A) the Original Series A Issue Price for each share 
of Series A Preferred Stock and (B) the Original Series B Issue Price for 
each share of Series B Preferred Stock, by the Conversion Price at the time 
in effect for such share.  The initial Conversion Price per share for shares 
of Series A Preferred Stock shall be the Original Series A Issue Price and 
the initial Conversion Price per share for shares of Series B Preferred Stock 
shall be the Original Series B Issue Price; provided, however, that the 
Conversion Price for the Series A Preferred Stock and Series B Preferred 
Stock shall be subject to adjustment as set forth in subsection 3(c).

                        ii)  Each share of Series A Preferred Stock and each 
share of Series B Preferred Stock shall automatically be converted into 
shares of Common Stock at the Conversion Price at the time in effect for such 
Series A Preferred Stock and Series B Preferred Stock immediately upon the 
earlier of (A) the consummation of the corporation's sale of its Common Stock 
in a bona fide, firm commitment underwriting pursuant to a registration 
statement under the Securities Act of 1933, as amended, the public offering 
price of which was not less than $20,000,000 in the aggregate or (B) the date 
upon which the corporation obtains the consent of the holders of 66-2/3% of 
the then outstanding shares of Preferred Stock.

                   (b)  MECHANICS OF CONVERSION.  Before any holder of Series 
A Preferred Stock or Series B Preferred Stock shall be entitled to convert 
the same into shares of Common Stock, such holder shall surrender the 
certificate or certificates therefor, duly endorsed, at the office of this 
corporation or of any transfer agent for the particular series of Preferred 
Stock, and shall give written notice by mail, postage prepaid, to this 
corporation at its principal corporate office, of the election to convert the 
same and shall state therein the name or names in which the certificate or 
certificates for shares of Common Stock are to be issued.  This corporation 
shall, as soon as practicable thereafter, issue and deliver at such office to 
such holder of Series A Preferred Stock and/or Series B Preferred Stock, or 
to the nominee or nominees of such holder, a 

                                     -4-

<PAGE>

certificate or certificates for the number of shares of Common Stock to which 
such holder shall be entitled as aforesaid.  Such conversion shall be deemed 
to have been made immediately prior to the close of business on the date of 
such surrender of the shares of Series A Preferred Stock and/or Series B 
Preferred Stock to be converted, and the person or persons entitled to 
receive the shares of Common Stock issuable upon such conversion shall be 
treated for all purposes as the record holder or holders of such shares of 
Common Stock as of such date.  If the conversion is in connection with an 
underwritten offer of securities registered pursuant to the Securities Act of 
1933, the conversion may, at the option of any holder tendering such 
Preferred Stock for conversion, be conditioned upon the closing with the 
underwriter of the sale of securities pursuant to such offering, in which 
event the person(s) entitled to receive the Common Stock issuable upon such 
conversion of the Series A Preferred Stock and/or Series B Preferred Stock 
shall not be deemed to have converted such Series A Preferred Stock and/or 
Series B Preferred Stock until immediately prior to the closing of such sale 
of securities.

                   (c)  CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK. The 
Conversion Prices of the Series A Preferred Stock and Series B Preferred 
Stock shall be subject to adjustment from time to time as follows:

                        i)   A.   Upon each issuance by the corporation of 
any Additional Stock (as defined below), after the date upon which any shares 
of the Series A Preferred Stock or Series B Preferred Stock were first issued 
(the "Purchase Date" with respect to such series), without consideration or 
for a consideration per share less than the Conversion Price for such series 
in effect immediately prior to the issuance of such Additional Stock, the 
Conversion Price for such series in effect immediately prior to each such 
issuance shall forthwith (except as otherwise provided in this clause (i)) be 
adjusted to a price determined by multiplying such Conversion Price by a 
fraction, the numerator of which shall be the number of shares of Common 
Stock outstanding immediately prior to such issuance (including, without 
limitation, the number of shares of Common Stock issuable upon the conversion 
of all outstanding Preferred Stock and all other convertible securities and 
the exercise of all outstanding options, warrants or other rights to purchase 
Common Stock or other securities convertible into Common Stock) plus the 
number of shares of Common Stock which the aggregate consideration received 
by the corporation for such issuance would purchase at such Conversion Price; 
and the denominator of which shall be the number of shares of Common Stock 
outstanding immediately prior to such issuance (including, without 
limitation, the number of shares of Common Stock issuable upon the conversion 
of all outstanding Preferred Stock and all other convertible securities and 
the exercise of all outstanding options, warrants or other rights to purchase 
Common Stock or other securities convertible into Common Stock) plus the 
number of shares of such Additional Stock.

                             B.   No adjustment of the Conversion Price for 
the Series A Preferred Stock or Series B Preferred Stock shall be made in an 
amount less than one cent per share, provided that any adjustments which are 
not required to be made by reason of this sentence shall be carried forward 
and shall be either taken into account in any subsequent adjustment made 
prior to 3 years from the date of the event giving rise to the adjustment 
being carried forward, or shall be made at the end of 3 years from the date 
of the event giving rise to the adjustment being carried forward.  Except to 
the limited extent provided for in subsections 3(c)(i)(E)(3) and 
3(c)(i)(E)(4), no adjustment of such Conversion Price pursuant to this 

                                     -5-

<PAGE>

subsection 3(c)(i) shall have the effect of increasing the Conversion Price 
above the Conversion Price in effect immediately prior to such adjustment.

                             C.   In the case of the issuance of Common Stock 
for cash, the consideration shall be deemed to be the amount of cash paid 
therefor before deducting any reasonable discounts, commissions or other 
expenses allowed, paid or incurred by this corporation for any underwriting 
or otherwise in connection with the issuance and sale thereof.

                             D.   In the case of the issuance of the Common 
Stock for a consideration in whole or in part other than cash, the 
consideration other than cash shall be deemed to be the fair value thereof as 
determined by the Board of Directors irrespective of any accounting treatment.

                             E.   In the case of the issuance (whether 
before, on or after the applicable Purchase Date) of options to purchase or 
rights to subscribe for Common Stock, securities by their terms convertible 
into or exchangeable for Common Stock or options to purchase or rights to 
subscribe for such convertible or exchangeable securities, the following 
provisions shall apply for all purposes of this subsection 3(c)(i) and 
subsection 3(c)(ii):

                                  1.   The aggregate maximum number of shares 
of Common Stock deliverable upon exercise (assuming the satisfaction of any 
conditions to exercisability, including without limitation, the passage of 
time, but without taking into account potential antidilution adjustments) of 
such options to purchase or rights to subscribe for Common Stock shall be 
deemed to have been issued at the time such options or rights were issued and 
for a consideration equal to the consideration (determined in the manner 
provided in subsections 3(c)(i)(C) and (c)(i)(D)), if any, received by the 
corporation upon the issuance of such options or rights plus the exercise 
price provided in such options or rights (without taking into account 
potential antidilution adjustments) for the Common Stock covered thereby.

                                  2.   The aggregate maximum number of shares 
of Common Stock deliverable upon conversion of or in exchange (assuming the 
satisfaction of any conditions to convertibility or exchangeability, 
including, without limitation, the passage of time, but without taking into 
account potential antidilution adjustments) for any such convertible or 
exchangeable securities or upon the exercise of options to purchase or rights 
to subscribe for such convertible or exchangeable securities and subsequent 
conversion or exchange thereof shall be deemed to have been issued at the 
time such securities were issued or such options or rights were issued and 
for a consideration equal to the consideration, if any, received by the 
corporation for any such securities and related options or rights (excluding 
any cash received on account of accrued interest or accrued dividends), plus 
the additional consideration, if any, to be received by the corporation 
(without taking into account potential antidilution adjustments) upon the 
conversion or exchange of such securities or the exercise of any related 
options or rights (the consideration in each case to be determined in the 
manner provided in subsections 3(c)(i)(C) and (c)(i)(D)).

                                  3.   In the event of any change in the 
number of shares of Common Stock deliverable or in the consideration payable 
to this corporation upon exercise of such options or rights or upon 
conversion of or in exchange for such convertible or 

                                     -6-

<PAGE>

exchangeable securities, including, but not limited to, a change resulting 
from the antidilution provisions thereof, the Conversion Price of the Series 
A Preferred Stock and Series B Preferred Stock, as applicable, and to the 
extent in any way affected by or computed using such options, rights or 
securities, shall be recomputed to reflect such change, but no further 
adjustment shall be made for the actual issuance of Common Stock or any 
payment of such consideration upon the exercise of any such options or rights 
or the conversion or exchange of such securities.

                                  4.   Upon the expiration of any such 
options or rights, the termination of any such rights to convert or exchange 
or the expiration of any options or rights related to such convertible or 
exchangeable securities, the Conversion Price of the Series A Preferred Stock 
and Series B Preferred Stock, as applicable, to the extent in any way 
affected by or computed using such options, rights or securities or options 
or rights related to such securities, shall be recomputed to reflect the 
issuance of only the number of shares of Common Stock (and convertible or 
exchangeable securities which remain in effect) actually issued upon the 
exercise of such options or rights, upon the conversion or exchange of such 
securities or upon the exercise of the options or rights related to such 
securities.

                                  5.   The number of shares of Common Stock 
deemed issued and the consideration deemed paid therefor pursuant to 
subsections 3(c)(i)(E)(1) and (2) shall be appropriately adjusted to reflect 
any change, termination or expiration of the type described in either 
subsection 3(c)(i)(E)(3) or (4).

                        ii)  "Additional Stock" shall mean any shares of 
Common Stock issued (or deemed to have been issued pursuant to subsection 
3(c)(i)(E)) by this corporation after the Purchase Date other than

                             A.   Common Stock issued pursuant to a 
transaction described in subsection 3(c)(iii) hereof,

                             B.   shares of Common Stock issuable or issued 
to employees, consultants or directors of this corporation directly or 
pursuant to a stock option plan or restricted stock plan approved by the 
Board of Directors of this corporation, or

                             C.   shares of Common Stock issued upon 
conversion of the Series A Preferred Stock or Series B Preferred Stock, or

                             D.   shares of Common Stock issued or issuable 
(I) in a public offering before or in connection with which all outstanding 
shares of Series A Preferred Stock and Series B Preferred Stock will be 
converted to Common Stock or (II) upon exercise of warrants or rights granted 
to underwriters in connection with such a public offering, or

                             E.   shares of Common Stock issued or issuable 
to persons or entities with which the corporation has business relationships 
provided such issuances are for other than primarily equity financing 
purposes approved by the Board of Directors.

                        iii) In the event the corporation should at any time 
or from time to time after the Purchase Date fix a record date for the 
effectuation of a split or subdivision of 

                                     -7-

<PAGE>

the outstanding shares of Common Stock or the determination of holders of 
Common Stock entitled to receive a dividend or other distribution payable in 
additional shares of Common Stock or other securities or rights convertible 
into, or entitling the holder thereof to receive directly or indirectly, 
additional shares of Common Stock (hereinafter referred to as "Common Stock 
Equivalents") without payment of any consideration by such holder for the 
additional shares of Common Stock or the Common Stock Equivalents (including 
the additional shares of Common Stock issuable upon conversion or exercise 
thereof), then, as of such record date (or the date of such dividend 
distribution, split or subdivision if no record date is fixed), the 
Conversion Price of the Series A Preferred Stock and Series B Preferred Stock 
then in effect shall be appropriately decreased so that the number of shares 
of Common Stock issuable on conversion of each share of such series shall be 
increased in proportion to such increase of the aggregate of shares of Common 
Stock outstanding and those issuable with respect to such Common Stock 
Equivalents with the number of shares issuable with respect to Common Stock 
Equivalents determined from time to time in the manner provided for deemed 
issuances in subsection 3(c)(i)(E).

                        iv)  If the number of shares of Common Stock 
outstanding at any time after the Purchase Date is decreased by a combination 
of the outstanding shares of Common Stock, then, following the record date of 
such combination, the Conversion Price for the Series A Preferred Stock and 
Series B Preferred Stock then in effect shall be appropriately increased so 
that the number of shares of Common Stock issuable on conversion of each 
share of such series shall be decreased in proportion to such decrease in 
outstanding shares.

                   (d)  RECAPITALIZATIONS.  If at any time or from time to 
time there shall be a recapitalization of the Common Stock (other than a 
subdivision, combination or merger or sale of assets transaction provided for 
elsewhere in this Section 3) provision shall be made so that the holders of 
the Series A Preferred Stock and Series B Preferred Stock shall thereafter be 
entitled to receive upon conversion of the Series A Preferred Stock and 
Series B Preferred Stock the number of shares of stock or other securities or 
property of the Company or otherwise, to which a holder of Common Stock 
deliverable upon conversion would have been entitled on such 
recapitalization.  In any such case, appropriate adjustment shall be made in 
the application of the provisions of this Section 3 with respect to the 
rights of the holders of the Series A Preferred Stock and Series B Preferred 
Stock after the recapitalization to the end that the provisions of this 
Section 3 (including adjustment of the Conversion Price then in effect and 
the number of shares purchasable upon conversion of the Series A Preferred 
Stock and Series B Preferred Stock) shall be applicable after that event as 
nearly equivalent as may be practicable.

                   (e)  NO IMPAIRMENT.  This corporation will not, by 
amendment of its Certificate of Incorporation or through any reorganization, 
recapitalization, transfer of assets, consolidation, merger, dissolution, 
issue or sale of securities or any other voluntary action, avoid or seek to 
avoid the observance or performance of any of the terms to be observed or 
performed hereunder by this corporation, but will at all times in good faith 
assist in the carrying out of all the provisions of this Section 3 and in the 
taking of all such action as may be necessary or appropriate in order to 
protect the Conversion Rights of the holders of the Series A Preferred Stock 
and Series B Preferred Stock against impairment.

                                     -8-

<PAGE>

                   (f)  NO FRACTIONAL SHARES AND CERTIFICATE AS TO 
ADJUSTMENTS.

                        i)   No fractional shares shall be issued upon 
conversion of the Series A Preferred Stock and Series B Preferred Stock, and 
the number of shares of Common Stock to be issued shall be rounded to the 
nearest whole share.  Whether or not fractional shares are issuable upon such 
conversion shall be determined on the basis of the total number of shares of 
Series A Preferred Stock and Series B Preferred Stock the holder is at the 
time converting into Common Stock and the number of shares of Common Stock 
issuable upon such aggregate conversion.

                        ii)  Upon the occurrence of each adjustment or 
readjustment of the Conversion Price of Series A Preferred Stock and Series B 
Preferred Stock pursuant to this Section 3, this corporation, at its expense, 
shall promptly compute such adjustment or readjustment in accordance with the 
terms hereof and prepare and furnish to each holder of Series A Preferred 
Stock and Series B Preferred Stock a certificate setting forth such 
adjustment or readjustment and showing in detail the facts upon which such 
adjustment or readjustment is based.  This corporation shall, upon the 
written request at any time of any holder of Series A Preferred Stock or 
Series B Preferred Stock, furnish or cause to be furnished to such holder a 
like certificate setting forth (A) such adjustment and readjustment, (B) the 
Conversion Price at the time in effect, and (C) the number of shares of 
Common Stock and the amount, if any, of other property which at the time 
would be received upon the conversion of a share of Series A Preferred Stock 
or Series B Preferred Stock.

                   (g)  NOTICES OF RECORD DATE.  In the event of any taking 
by this corporation of a record of the holders of any class of securities for 
the purpose of determining the holders thereof who are entitled to receive 
any dividend (other than a cash dividend) or other distribution, any right to 
subscribe for, purchase or otherwise acquire any shares of stock of any class 
or any other securities or property, or to receive any other right, this 
corporation shall mail to each holder of Series A Preferred Stock and Series 
B Preferred Stock, at least 20 days prior to the date specified therein, a 
notice specifying the date on which any such record is to be taken for the 
purpose of such dividend, distribution or right, and the amount and character 
of such dividend, distribution or right.

                   (h)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  This 
corporation shall at all times reserve and keep available out of its 
authorized but unissued shares of Common Stock solely for the purpose of 
effecting the conversion of the shares of the Series A Preferred Stock and 
Series B Preferred Stock such number of its shares of Common Stock as shall 
from time to time be sufficient to effect the conversion of all outstanding 
shares of the Series A Preferred Stock and Series B Preferred Stock; and if 
at any time the number of authorized but unissued shares of Common Stock 
shall not be sufficient to effect the conversion of all then outstanding 
shares of the Series A Preferred Stock and Series B Preferred Stock, in 
addition to such other remedies as shall be available to the holder of such 
Preferred Stock, this corporation will take such corporate action as may, in 
the opinion of its counsel, be necessary to increase its authorized but 
unissued shares of Common Stock to such number of shares as shall be 
sufficient for such purposes.

                                     -9-

<PAGE>

                   (i)  NOTICES.  Any notice required by the provisions of 
this Section 4 to be given to the holders of shares of Series A Preferred 
Stock or Series B Preferred Stock shall be deemed given if deposited in the 
United States mail, postage prepaid, and addressed to each holder of record 
at his address appearing on the books of this corporation.

              4.   VOTING RIGHTS.

                   (a)  GENERAL VOTING RIGHTS.  Except as set forth in 
subsection 4(b) below, the holder of each share of Series A Preferred Stock 
and the holder of each share of Series B Preferred Stock shall have the right 
to one vote for each share of Common Stock into which such share of Series A 
Preferred Stock and/or such share of Series B Preferred Stock could then be 
converted (with any fractional share determined on an aggregate conversion 
basis being rounded to the nearest whole share), and with respect to such 
vote, each such holder shall have full voting rights and powers equal to the 
voting rights and powers of the holders of Common Stock, and shall be 
entitled, notwithstanding any provision hereof, to notice of any 
stockholders' meeting in accordance with the by-laws of this corporation, and 
shall be entitled to vote, together with holders of Common Stock, with 
respect to any question upon which holders of Common Stock have the right to 
vote.

                   (b)  ELECTION OF DIRECTORS.  Notwithstanding the 
provisions of subsection 4(a) above, (i) so long as any shares of Series A 
Preferred Stock are outstanding, the holders of the then outstanding shares 
of Series A Preferred Stock, by a majority vote voting as a separate class, 
shall be entitled to elect four (4) directors of the corporation (the "Series 
A Directors") and the holders of Common Stock and Series A Preferred Stock, 
by a majority vote voting as a single class, shall be entitled to elect one 
(1) director of the corporation (the "Common/Series A Director"); (ii) so 
long as any shares of Series B Preferred are outstanding, the holders of the 
then outstanding shares of Series B Preferred Stock, by a majority vote 
voting as a separate class, shall be entitled to elect one (1) director of 
the corporation (the "Series B Director"); and (iii) all remaining directors 
shall be elected by the holders of the Preferred Stock and the holders of 
Common Stock, by a majority vote voting as provided in paragraph 4(a) above.  
At any meeting held for the purpose of electing or nominating directors, the 
presence in person or by proxy of the holders of a majority of the Series A 
Preferred Stock then outstanding shall constitute a quorum of the Series A 
Preferred Stock for the election or nomination of the Series A Directors, the 
presence in person or by proxy of the holders of a majority of the shares of 
Series B Preferred Stock then outstanding, shall constitute a quorum of the 
Series B Preferred Stock for the election or nomination of the Series B 
Director, the presence in person or by proxy of the holders of a majority of 
the Common Stock and Series A Preferred Stock, on an as-converted basis, then 
outstanding shall constitute a quorum of the Common Stock and Series A 
Preferred Stock for the election or nomination of the Common/Series A 
Director, and the presence in person or by proxy of the holders of a majority 
of the Preferred Stock and Common Stock, on an as-converted basis, then 
outstanding shall constitute a quorum of the Preferred Stock and Common Stock 
for the election or nomination of all remaining directors.  A vacancy in any 
directorship elected solely by the holders of Series A Preferred Stock shall 
be filled only by vote of the holders of Series A Preferred Stock, a vacancy 
in the directorship elected solely by the holders of the Series B Preferred 
Stock shall be filled only by vote of the Series B Preferred Stock, a vacancy 
in the directorship elected by the holders of the Common Stock and Series A 
Preferred Stock shall be filled only by vote of the Common Stock and Series A 
Preferred Stock,
                                      -10-

<PAGE>

voting together as provided above, and a vacancy in any directorship elected 
by the holders of Preferred Stock and Common Stock shall be filled only by 
the vote of the holders of Preferred Stock and Common Stock voting as 
provided in paragraph 4(a) above.  Any director elected by the holders of 
Series A Preferred Stock may be removed during such director's term of 
office, either for or without cause, by and only by the affirmative vote of 
the holders of a majority of the outstanding shares of Series A Preferred 
Stock, any director elected by the holders of Series B Preferred Stock may be 
removed during such director's term of office, either for or without cause, 
by and only by the affirmative vote of the holders of a majority of the 
outstanding shares of Series B Preferred Stock, any director elected by the 
holders of Common Stock and Series A Preferred Stock may be removed during 
such director's term of office, either for or without cause, by and only by 
the affirmative vote of the holders of a majority of the outstanding shares 
of Common Stock and Series A Preferred Stock, voting together as provided 
above, and any director elected by the holders of Preferred Stock and Common 
Stock may be removed during such director's term of office, either for or 
without cause, by and only by the affirmative vote of the holders of a 
majority of the outstanding shares of Preferred Stock and Common Stock, 
voting together as provided in paragraph 4(a) above.

              5.   PROTECTIVE PROVISIONS.

                   (a)  SERIES B PREFERRED STOCK.  Subject to the rights of 
series of Preferred Stock which may from time to time come into existence, so 
long as shares of Series B Preferred Stock are outstanding, this corporation 
shall not without first obtaining the approval (by vote or written consent, 
as provided by law) of the holders of at least a majority of the then 
outstanding shares of Series B Preferred Stock, voting together as a separate 
series on an as converted basis:

                        i)   take any action that would materially and 
adversely alter the rights, preferences or privileges of the Series B 
Preferred Stock as a separate series in a manner that is dissimilar and 
disproportionate relative to the manner in which the rights, preferences or 
privileges of the Series A Preferred Stock are altered;

                        ii)  authorize additional shares of Series B 
Preferred Stock;

                        iii) take any action that would cause it to become a 
"public utility" or a "holding company" as those terms are defined under the 
Public Utility Holding Company Act of 1935, as amended; or

                        iv)  amend Article IV(B)(3)(a)(i) (provided that, 
subject to Section IV(B)(5)(a)(i), the corporation shall not be prohibited 
from amending Article IV(B)(3)(c));

                        v)   take any action that would alter the right of 
the holders of the then outstanding shares of Series B Preferred Stock to 
elect one (1) director of the corporation pursuant to subitem (ii) of Article 
IV(B)4(b); or

                        vi)  amend this Article IV(B)5(a).

                                     -11-

<PAGE>

                   (b)  SERIES A AND SERIES B PREFERRED STOCK.  Subject to 
the rights of series of Preferred Stock which may from time to time come into 
existence, so long as shares of Series A Preferred Stock and/or Series B 
Preferred Stock are outstanding, this corporation shall not without first 
obtaining the approval (by vote or written consent, as provided by law) of 
the holders of at least 55% or more of the then outstanding shares of Series 
A Preferred Stock and Series B Preferred Stock, voting together as a single 
class on an as converted basis:

                        i)   sell, convey, or otherwise dispose of or 
encumber all or substantially all of its property or business or merge into 
or consolidate with any other corporation (other than a wholly owned 
subsidiary corporation) or effect any transaction or series of related 
transactions in which more than 50% of the voting power of the corporation is 
disposed of;

                        ii)  create any new class or series of stock or any 
other securities convertible into equity securities of the corporation having 
a preference over, or being on a parity with, the Series A Preferred Stock or 
Series B Preferred Stock with respect to voting, dividends or upon 
liquidation; or

                        iii) authorize additional shares of Series A 
Preferred Stock.

              6.   STATUS OF CONVERTED STOCK.  In the event any shares of 
Series A Preferred Stock or Series B Preferred Stock shall be converted 
pursuant to Section 3 hereof, the shares so converted shall be cancelled and 
shall not be issuable by the corporation.  The Certificate of Incorporation 
of this corporation shall be appropriately amended to effect the 
corresponding reduction in the corporation's authorized capital stock.

         C.   COMMON STOCK.

              1.   DIVIDEND RIGHTS.  Subject to the prior rights of holders 
of all classes of stock at the time outstanding having prior rights as to 
dividends, the holders of the Common Stock shall be entitled to receive, when 
and as declared by the Board of Directors, out of any assets of the 
corporation legally available therefor, such dividends as may be declared 
from time to time by the Board of Directors.

              2.   LIQUIDATION RIGHTS.  Upon the liquidation, dissolution or 
winding up of the corporation, the assets of the corporation shall be 
distributed as provided in Section 2 of Division (B) of this Article IV 
hereof.

              3.   REDEMPTION.  The Common Stock is not redeemable.

              4.   VOTING RIGHTS.  The holder of each share of Common Stock 
shall have the right to one vote for each share of Common Stock held by such 
holder, and shall be entitled to notice of any stockholders' meeting in 
accordance with the By-laws of this corporation, and shall be entitled to 
vote upon such matters and in such manner as may be provided by law.

                                      -12-

<PAGE>

                                    ARTICLE V

         A.   EXCULPATION.  A director of the corporation shall not be 
personally liable to the corporation or its stockholders for monetary damages 
for breach of fiduciary duty as a director, except for liability (i) for any 
breach of the director's duty of loyalty to the corporation or its 
stockholders, (ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under Section 174 
of the Delaware General Corporation Law or (iv) for any transaction from 
which the director derived any improper personal benefit.  If the Delaware 
General Corporation Law is hereafter amended to further reduce or to 
authorize, with the approval of the corporation's stockholders, further 
reductions in the liability of the corporation's directors for breach of 
fiduciary duty, then a director of the corporation shall not be liable for 
any such breach to the fullest extent permitted by the Delaware General 
Corporation Law as so amended.

         B.   INDEMNIFICATION.  To the extent not prohibited by applicable 
law, this corporation shall provide indemnification of (and advancement of 
expenses to) such agents (and any other persons to which Delaware law permits 
this corporation to provide indemnification) through bylaw provisions, 
agreements with such agents or other persons, vote of stockholders or 
disinterested directors or otherwise, in excess of the indemnification and 
advancement otherwise permitted by Section 145 of the Delaware General 
Corporation Law, subject only to limits created by applicable Delaware law 
(statutory or non-statutory), with respect to actions for breach of duty to 
the corporation, its stockholders, and others.

         C.   EFFECT OF REPEAL OR MODIFICATION.  Any repeal or modification 
of any of the foregoing provisions of this Article V shall not adversely 
affect any right or protection of a director, officer or agent of the 
corporation (or any other person to which Delaware law permits this 
corporation to provide indemnification) existing at the time of, or increase 
the liability of any director, officer or agent of the corporation (or other 
person) with respect to any acts or omissions of such director, officer or 
agent (or other person) occurring prior to, such repeal or modification.
                                       
                                   ARTICLE VI

       The corporation shall have perpetual existence.
                                       
                                  ARTICLE VII

       Except as otherwise provided in this Restated Certificate of 
Incorporation, in furtherance and not in limitation of the powers conferred 
by statute, the Board of Directors is expressly authorized to make, repeal, 
alter, amend and rescind any or all of the Bylaws of the corporation.
                                       
                                  ARTICLE VIII  

       Elections of directors need not be by written ballot except and to the 
extent provided in the Bylaws of the corporation.

                                      -13-

<PAGE>

                                   ARTICLE IX

       The corporation reserves the right to amend, alter, change or repeal 
any provision contained in this Restated Certificate of Incorporation, in the 
manner now or hereafter prescribed by statute, and all rights conferred upon 
stockholders herein are granted subject to this reservation.

                                    ARTICLE X

       The corporation shall not be subject to the provisions of Section 203 
of the Delaware General Corporation Law.

                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






                                     -14-

<PAGE>

       IN WITNESS WHEREOF, this Amended and Restated Certificate of 
Incorporation has been executed as of this  6TH  day of March, 1998.

                                          RHYTHMS NETCONNECTIONS INC.

                                          By:  /s/ Catherine M. Hapka 
                                              --------------------------------
                                               Catherine Hapka, President







                                       
          [SIGNATURE PAGE TO RESTATED CERTIFICATE OF INCORPORATION]



                                      -15-



<PAGE>
                                       
                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE                 PAGE 1

               I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF 
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE 
CERTIFICATE OF AMENDMENT OF "RHYTHMS NETCONNECTIONS INC.", FILED IN THIS 
OFFICE ON THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1998, AT 9 O'CLOCK A.M.




                                     /s/ Edward J. Freel
                                    --------------------------------------
[SEAL]                               EDWARD J. FREEL, SECRETARY OF STATE

2723205  8100                                         AUTHENTICATION:  9056481

981166434                                                      DATE:  04-30-98

                                      

<PAGE>


                                                             STATE OF DELAWARE
                                                            SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 04/28/1998
                                                           981162582 - 2723205
                                       

                           CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      FOR
                          RHYTHMS NETCONNECTIONS INC.
                          ---------------------------

          RHYTHMS NETCONNECTIONS INC., a corporation organized and existing 
under and by virtue of the General Corporation Law of the State of Delaware 
(the "Corporation"),

          DOES HEREBY CERTIFY:

          FIRST:  That resolutions were duly adopted by the Board of 
Directors of the Corporation setting forth a proposed amendment to the 
Restated Certificate of Incorporation of the Corporation, and declaring said 
amendment to be advisable and recommended for approval by the stockholders of 
the Corporation. The resolutions setting forth the proposed amendment are as 
follows:

          NOW, THEREFORE, BE IT RESOLVED, that in order to increase the
          authorized number of shares of Common Stock of the Corporation, the 
          officers of the Corporation are hereby authorized and directed to 
          execute and file a Certificate of Amendment to the Restated 
          Certificate of Incorporation (the "Amendment") of the Corporation, 
          which Amendment shall change Article IV, Section A so that, as 
          amended, said Section shall read in its entirety as follows:

                    "A.  CLASSES OF STOCK.  This corporation is
               authorized to issue two classes of stock to be
               designated, respectively, "Common Stock" and
               "Preferred Stock."  The total number of shares which
               the corporation is authorized to issue is Forty-One
               Million Eight Hundred Twenty-Six Thousand Five
               Hundred Ninety-Three (41,826,593) shares.  Twenty-Four 
               Million Eight Hundred Eighty-One Thousand Six
               Hundred Fifty (24,881,650) shares shall be Common
               Stock, $0.001 par value per share and Sixteen
               Million Nine Hundred Forty-Four Thousand Nine
               Hundred Forty-Three (16,944,943) shares shall be
               Preferred Stock, $0.001 par value per share."

<PAGE>

          RESOLVED, FURTHER, said Amendment shall also change Article IV,
          Section B(3)(c)(ii) thereof so that, as amended, said subsection
          shall read in its entirety as follows:

                    "ii) "Additional Stock" shall mean any
               shares of Common Stock issued (or deemed to have
               been issued pursuant to subsection 3(c)(i)(E)) by
               this corporation after the Purchase Date other than

                         A.   Common Stock issued pursuant to
               a transaction described in subsection 3(c)(iii)
               hereof,

                         B.   shares of Common Stock issuable
               or issued to employees, consultants or directors of
               this corporation directly or pursuant to a stock
               option plan or restricted stock plan approved by the
               Board of Directors of this corporation, or

                         C.   shares of Common Stock issued
               upon conversion of the Series A Preferred Stock or
               Series B Preferred Stock, or

                         D.   shares of Common Stock issued
               or issuable (I) in a public offering before or in
               connection with which all outstanding shares of
               Series A Preferred Stock and Series B Preferred
               Stock will be converted to Common Stock or (II) upon
               exercise of warrants or rights granted to
               underwriters in connection with such a public
               offering, or

                         E.   shares of Common Stock issued
               or issuable to persons or entities with which the
               corporation has business relationships provided such
               issuances are for other than primarily equity
               financing purposes approved by the Board of
               Directors.

                         F.   up to 1,972,000 shares of
               Common Stock issued or issuable upon exercise of
               warrants (the "Warrants") granted to purchasers of
               units (the "Units") consisting of 131/2% senior
               discount notes due 2008 and such Warrants, which
               Units were issued on or about May 5, 1998.

          SECOND:  That, thereafter, the stockholders of said Corporation 
approved the amendment by written consent in accordance with Section 228 of 
the Delaware General Corporation Law.

                                       2

<PAGE>

          THIRD:  That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the Delaware General Corporation Law.

          FOURTH:  That the capital of said Corporation shall not be reduced
under or by reason of said amendment.


                 [Remainder of this Page Intentionally Left Blank]



                                       3

<PAGE>

          IN WITNESS WHEREOF, said RHYTHMS NETCONNECTIONS INC. has caused 
this certificate to be signed and attested by Catherine M. Hapka and John A. 
Denniston, its President and Secretary, respectively, this 28TH day of April, 
1998.


                                   By:  /s/ Catherine M. Hapka            
                                      --------------------------------------
                                      Catherine Hapka, President and Chief 
                                      Executive Officer

ATTEST:


    /s/ John Denniston 
-----------------------------
John A. Denniston, Secretary



                                       
                  [SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]

<PAGE>
                                       
                           CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      FOR
                          RHYTHMS NETCONNECTIONS INC.
                          ---------------------------

          RHYTHMS NETCONNECTIONS INC., a corporation organized and existing 
under and by virtue of the General Corporation Law of the State of Delaware 
(the "Corporation"),

          DOES HEREBY CERTIFY:

          FIRST:  That resolutions were duly adopted by the Board of 
Directors of the Corporation setting forth a proposed amendment to the 
Restated Certificate of Incorporation of the Corporation, and declaring said 
amendment to be advisable and recommended for approval by the stockholders of 
the Corporation. The resolutions setting forth the proposed amendment are as 
follows:

               NOW, THEREFORE, BE IT RESOLVED, that in order to
               effect a stock split, whereby each one (1)
               outstanding share of the Corporation's Common Stock
               ("Common Stock") is split and converted into two (2)
               shares of Common Stock and thereafter, to increase
               the authorized number of shares of Common Stock of
               the Corporation, the officers of the Corporation are
               hereby authorized and directed to execute and file a
               Certificate of Amendment to the Restated Certificate
               of Incorporation (the "Amendment") of the
               Corporation, which Amendment shall change Article
               IV, Section A so that, as amended, said Section
               shall read in its entirety as follows:

               "A.  CLASSES OF STOCK.  This corporation is
               authorized to issue two classes of stock to be
               designated, respectively, "Common Stock" and
               "Preferred Stock."  The total number of shares which
               the corporation is authorized to issue is Eighty-Three 
               Million Six Hundred Fifty-Three Thousand One
               Hundred Eighty-Six (83,653,186) shares.  Sixty-Six
               Million Seven Hundred Eight Thousand Two Hundred
               Forty-Three (66,708,243) shares shall be Common
               Stock, $0.001 par value per share and Sixteen
               Million Nine Hundred Forty-Four Thousand Nine
               Hundred Forty-Three (16,944,943) shares shall be
               Preferred Stock, $0.001 par value per share.  Upon
               the amendment of this Article IV, each one (1)

<PAGE>

               outstanding share of Common Stock is split and
               converted into three (3) shares of Common Stock."

          SECOND:  That, thereafter, the stockholders of said Corporation 
approved the amendment by written consent in accordance with Section 228 of 
the Delaware General Corporation Law.

          THIRD:  That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the Delaware General Corporation Law.

          FOURTH:  That the capital of said Corporation shall not be reduced 
under or by reason of said amendment.



                 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       -2-

<PAGE>

          IN WITNESS WHEREOF, said RHYTHMS NETCONNECTIONS INC. has caused 
this certificate to be signed and attested by Catherine M. Hapka and Scott C. 
Chandler, its President and Secretary, respectively, this 30th day of 
October, 1998.


                                       By:  /s/ Catherine M. Hapka        
                                          -----------------------------------
                                          Catherine M. Hapka, President and 
                                          Chief Executive Officer


ATTEST:


   /s/ Scott C. Chandler    
----------------------------
Scott C. Chandler, Secretary



                  [SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]



                                       

<PAGE>
                                       
                                   CORRECTED
                          CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                           RHYTHMS NETCONNECTIONS INC.
                           ---------------------------

     Rhythms NetConnections Inc., a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"), certifies as follows:

     1.   The original Certificate of Amendment of Restated Certificate of 
Incorporation was filed with the Secretary of State of Delaware on November 
4, 1998 (the "Amendment") and that said Amendment requires correction, as 
permitted by Section 103 of the General Corporation Law of the State of 
Delaware.

     2.   The resolutions set forth in the Amendment inconsistently stated 
the number of shares into which each outstanding share of Common Stock would 
be split.  As corrected to properly reflect the 2-for-1 stock split, said 
Amendment shall read in its entirety as follows:
                                       

                           CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      FOR
                          RHYTHMS NETCONNECTIONS INC.
                          ---------------------------

     RHYTHMS NETCONNECTIONS INC., a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware (the 
"Corporation"),

     DOES HEREBY CERTIFY:

          FIRST:  That resolutions were duly adopted by the Board of 
Directors of the Corporation setting forth a proposed amendment to the 
Restated Certificate of Incorporation of the Corporation, and declaring said 
amendment to be advisable and recommended for approval by the stockholders of 
the Corporation. The resolutions setting forth the proposed amendment are as 
follows:

          NOW, THEREFORE, BE IT RESOLVED, that in order to
          effect a stock split, whereby each one (1)
          outstanding share of the Corporation's Common Stock
          ("Common Stock") is 

<PAGE>

          split and converted into two (2) shares of Common 
          Stock and thereafter, to increase the authorized 
          number of shares of Common Stock of the Corporation, 
          the officers of the Corporation are hereby authorized 
          and directed to execute and file a Certificate of 
          Amendment to the Restated Certificate of 
          Incorporation (the "Amendment") of the Corporation, 
          which Amendment shall change Article IV, Section A so 
          that, as amended, said Section shall read in its 
          entirety as follows:

          "A.  CLASSES OF STOCK.  This corporation is
          authorized to issue two classes of stock to be
          designated, respectively, "Common Stock" and
          "Preferred Stock."  The total number of shares which
          the corporation is authorized to issue is Eighty-Three 
          Million Six Hundred Fifty-Three Thousand One
          Hundred Eighty-Six (83,653,186) shares.  Sixty-Six
          Million Seven Hundred Eight Thousand Two Hundred
          Forty-Three (66,708,243) shares shall be Common
          Stock, $0.001 par value per share and Sixteen
          Million Nine Hundred Forty-Four Thousand Nine
          Hundred Forty-Three (16,944,943) shares shall be
          Preferred Stock, $0.001 par value per share.  Upon
          the amendment of this Article IV, each one (1)
          outstanding share of Common Stock is split and
          converted into two (2) shares of Common Stock."

     SECOND:  That, thereafter, the stockholders of said Corporation approved 
the amendment by written consent in accordance with Section 228 of the 
Delaware General Corporation Law.

     THIRD:  That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the Delaware General Corporation Law.

     FOURTH:  That the capital of said Corporation shall not be reduced under 
or by reason of said amendment.


                                       
              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Rhythms NetConnections Inc., has caused this 
certificate to be signed by Scott C. Chandler, its Secretary, on this 11th 
day of November 1998.


                                       By:  /s/ SCOTT C. CHANDLER
                                           ---------------------------------
                                           Scott C. Chadler, Secretary


                                       
               [SIGNATURE PAGE TO CORRECTED CERTIFICATE OF AMENDMENT]